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Investor Presentation December 2018
Disclaimer
Forward-Looking Statements
This presentation contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or
current conditions included in this presentation are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial
condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or
current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “seek,” “plan,” “intend,” “believe,” “will,” “may,” “could,” “continue,” “likely,” “should,”
and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events, but not all forward-
looking statements contain these identifying words.
The forward-looking statements contained in this presentation are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends,
current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. As you consider this presentation, you should understand
that these statements are not guarantees of performance or results. These assumptions and our future performance or results involve risks and uncertainties (many of which are beyond
our control).
These risks and uncertainties include but are not limited to: uncertainties in the financial markets, consumer and small business spending patterns and debt levels; our dependence on
having a large and loyal membership; domestic and international economic conditions, including exchange rates; our ability to procure the merchandise we sell at the best possible
prices; the effects of competition and regulation; our dependence on vendors to supply us with quality merchandise at the right time and at the right price; breaches of security or privacy
of member or business information; conditions affecting the acquisition, development, ownership or use of real estate; our capital spending; actions of vendors; our ability to attract and
retain a qualified management team and other team members; costs associated with employees (generally including health care costs), energy and certain commodities, geopolitical
conditions (including tariffs); changes in our product mix or in our revenues from gasoline sales; our failure to successfully maintain a relevant omnichannel experience for our members;
risks related to our growth strategy to open new clubs; risks related to our e-commerce business; and other important factors discussed under the caption “Risk Factors” in our final
prospectus under Rule 424(b) filed with the U.S. Securities and Exchange Commission (“SEC”) on June 28, 2018 in connection with our initial public offering, as such factors may be
updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov.
Additional factors or events that could cause our actual performance to differ from these forward-looking statements may emerge from time to time, and it is not possible for us to predict
all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future
performance and business may vary in material respects from the performance projected in these forward-looking statements.
Any forward-looking statement made by us in this presentation speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Disclaimer
Industry Information
Market data and industry information used throughout this presentation are based on management’s knowledge of the industry and the good faith estimates of management. We also
relied, to the extent available, upon management’s review of independent industry surveys and publications and other publicly available information prepared by a number of third party
sources. All of the market data and industry information used in this presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to
such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this
information. While we believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which
is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future
performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and
other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.
Non-GAAP Financial Measures
We present Adjusted EBITDA, free cash flow, total debt to LTM adjusted EBITDA ratio, net debt to LTM adjusted EBITDA ratio and adjusted EBITDA margin to help us describe our
operating performance. Our presentation of these measures is intended as a supplemental measure of our performance that is not required by, or presented in accordance with, U.S.
generally accepted accounting principles (“GAAP”). Adjusted EBITDA, free cash flow, total debt to LTM adjusted EBITDA ratio, net debt to LTM adjusted EBITDA ratio and adjusted
EBITDA margin should not be considered as an alternative to operating income (loss), net income (loss), total debt, earnings per share or any other performance measures derived in
accordance with U.S. GAAP as measures of operating performance or operating cash flows or as measures of liquidity. Our presentation of adjusted EBITDA, free cash flow, total debt
to LTM adjusted EBITDA ratio, net debt to LTM adjusted EBITDA and adjusted EBITDA margin should not be construed to imply that our future results will be unaffected by these items.
A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures are included in the Appendix to this presentation.
Agenda
Investment HighlightsII
Financial HighlightsIV
I Introduction
Growth StrategiesIII
Q&AV
2
IntroductionSection
I
BJ’s Wholesale Club at a Glance
5+ million Memberships
86%Membership
Renewal Rates
$534 millionFY17 Adj. EBITDA
10xAnnual Savings on
Membership Fee216 ClubsAcross 16 States
~50%EBITDA from Membership
Fee Income
$12.8 billionFY17 Total Revenue
3
Real Estate
✓ Leading positions in core Eastern U.S.
markets
✓ 3x clubs vs. next largest competitor1
Before We Look Ahead, Let’s Take a Look Back
BJ’s core has substantial advantages: New team first focused on addressing:
Value
✓ Prices in line with club competitors
✓ 25% lower prices than grocery
Fresh
✓ Large selection of fresh food and
perishables
✓ General merchandise treasure hunt
Membership
✓ Large, loyal and growing membership base
✓ Access to comprehensive member data
Low profit margins compared
to peers
Underinvestment in people,
marketing and membership
Inadequate systems and
capabilities to support growth
Pockets of unprofitable sales
1Refers to markets in CT, MA, ME, NY, NH, RI, VT, and DE.
4
We Started by Improving Discipline and Investing in Durability and Growth
Fuel for growth Strategic growth investments
Re-Created
Procurement
Process
Eliminated
Unprofitable Sales
+$300mm1
Savings from Category
Profitability Improvement
“CPI”
BJ’s Café
DVD’s
Wholesale tobacco
Jewelry
Invested $230mm2
in Systems
Re-invested
Savings in Growth
Initiatives
✓ People & culture
✓ Increased marketing
✓ Digitalization
✓ Life Time Value (“LTV”)
approach to membership
Executed a repositioning that benefits members, employees and investors
SG&A Discipline
✓ Optimize club labor
✓ Control indirect / home
office cost
✓ Reduce margin leaks
Omni-channel
Capabilities
~8,000 ratings
1Represents procurement savings during FY16 – Q3FY18.2Represents investments since 2011.
5
As a Result, Our Performance Has Improved On All Dimensions
Note: Financials as of BJ’s fiscal year ending on the Saturday closest to the last day of
January of the following calendar year. FY17 consisted of 53 weeks.1Excludes impact of gasoline.2Adj. EBITDA margin calculated as adj. EBITDA as a percentage of Net Sales. Net
Sales defined as (Total Revenue – Membership Fee Income).
3Free cash flow defined as net cash from operating activities less capital expenditures.4Includes cumulative impact of compensatory payments related to options and
management fees paid to financial sponsors of $10mm, $14mm and $86mm for FY15,
FY16 and FY17 respectively. Tax affected at federal plus state rate of 38.9%, 39.5%
and 41.2% for FY15, FY16 and FY17, respectively.
Accelerating comp growth1 Increasing renewal rates
84%
85%
86%
FY15 FY16 FY17
0.4%
1.2%
2.0% 2.0% 1.9%
Q3'17 Q4'17 Q1'18 Q2'18 Q3'18
Strong free cash flow3 ($mm)Adj. EBITDA2 ($mm)
~$130mm increase in Adjusted EBITDA
~95 bps increase in Adjusted EBITDA margin
$406
$457
$534
3.3%
3.8%
4.3%
FY15 FY16 FY17
Acquire and Retain
Members
Expand Our Strategic
Footprint
Make Everything More
Convenient
Deliver Value to Get
Them Shopping
BJ’s growth initiatives
Cumulative free cash flow
Excludes compensatory payments
and management fees4
$ 47
$ 230 $ 302
$ 53
$ 244
$ 367
FY15 FY16 FY17
6
Section
IIInvestment Highlights
Investment Highlights
Differentiated Shopping Experience II
Large and Loyal Membership Base III
Well-Positioned and Highly Profitable Club BaseIV
I Favorable Warehouse Club Industry Dynamics
Attractive Business Model with Strong Profitability and Free Cash FlowV
New Generation Leadership TeamVI
7
Value to Consumers Driving Warehouse Club Channel Growth
$108 $113 $113
$121
$132
$141 $148
$153 $154 $157
$167
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
U.S. Warehouse Club market size The club business model
Source: Warehouse Club Intelligence Center – 2017 Warehouse Club Guide, U.S. Census data.
I II III IV V
Industry &
Model
Membership Fee Subscription Model
Comprehensive Customer Data
Treasure Hunt
Favorable Demographic Trends
Clear Value in Transparent Pricing Environment
vs. Other Channels
($ in billions)
8
BJ’s Has Significant Price Advantages Against Its Competitors
✓ Wider selection of SKUs, especially in
fresh
✓ Smaller pack sizes
✓ Accepts manufacturer coupons
✓ Smaller club format in convenient
locations
✓ Drives “treasure hunt” experience with
general merchandise
✓ Ancillary services and fuel
✓ Market leading fuel offering
✓ “Treasure hunt” experience
✓ Truly “omni” offering with BOPIC and
Instacart same day delivery
vs. Other club vs. Grocery
vs. Online groceryvs. Mass
✓ Bulk-sized SKUs offering
✓ Better fuel proposition
✓ Curated assortment
~25%Lower price
Lower priceSignificantly
lower price
Price in line
I II III IV V
Shopping
Experience
9
BJ’s Value Proposition Flywheel
✓ Price in line with club competitors
✓ 10x return on annual membership fee
✓ Compelling credit card rewards
✓ Fuel & ancillary services (tires, optical, etc.)
+5 million
memberships
Constantly reinvest
into membership value
✓ 86% renewal rates
✓ Membership fee driving spend
consolidation
✓ Provides comprehensive data on
members and IT systems to harvest it
✓ Limited SKUs support pallet
presentation, driving scale and
inventory turns
✓ Requires less labor in club
✓ Efficient distribution
✓ Low per square foot build-out costs
Earn loyalty,
stability and data
Operate efficiently
I II III IV V
Shopping
Experience
10
22
Emphasis on Fresh Drives Higher Trip Frequency
# of SKUs
Fresh SKUs
Other SKUs
Avg. annual trips per member
Wide selection of SKUs, especially in fresh Drives trips
6,250
950
4,500
7,200
Other warehouse club average
Fresh deli
2 lbs.
5 lbs. 6 ct.
4 ct.
Convenient pack size
I II III IV V
Shopping
Experience
11
$56
$66
$79
$90
$106
$118 $124
$139
$150 $159
$173 $175 $180
$191
$210
$229
$242 $243 $247
$255 $259
$276
FY97 FY98 FY99 FY00 FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 Q3'18LTM
Consistent and Predictable Membership Fee Income Growth
Membership Fee Income
($ in millions)
Membership fee
increase
84 96 107 118 130 140 150 157 165 172 177 180 187 189 195 198 201 207 213 214 215 215Store
count
Membership fee
increase
Membership fee
increase
Membership fee increase
(Jan. 2018)
I II III IV V
Membership
Base
12
While We Target “Smart Saving Families”, We Also Appeal to a Wide Range of Customers
Different customer vs. other club competitors
✓ More affluent customer demographic or
focus on small businesses
✓ Products: prime steaks, jewelry,
premium alcohol
✓ Bulk purchases for small businesses
✓ Average household income: ~$75,000
✓ Dual income families
✓ Fresh food
✓ Target weekly grocery trip
Other club
competitors
I II III IV V
Membership
Base
13
$ 55
Membership fee Annual savings
How do people save at BJ’s?
We Provide Compelling Value to Our Customers and a Meaningful Return on Their Membership Fee
~10x return on
investment
Illustrative member savings
Lower grocery prices
High quality meat, produce and deli
General merchandise treasure hunt
Extensive private label
Low-priced fuel
Attractive credit card rewards
Illustrative pricing examples
~25% lower price than grocery
~30% savings
$4.49 / lb.
Grocery: $6.49 / lb.
16 pack
~30% savings
$0.77 / ct.
Grocery: $1.06 / ct.
$0.212 / gallon cheaper
vs. average competitor
1Based on GasBuddy 2016 100 U.S. Best Value Brands price survey.2Includes additional $0.10 savings per gallon when purchased using my BJ’s Perks® credit cards.
Top 10 Value Brands1
I II III IV V
Membership
Base
14
Club base overview Core Northeast markets1
1Northeast includes CT, MA, ME, NY, NH, RI, VT, and DE as of January 2018
Leading Real Estate Footprint and Market Share in Our Core Markets
3x vs. Next largest
club operator
Net new openings (2014 – 2017)
(13)
17
14
BJ’s only opened one
store in FY16 and
FY17, respectively
20
33
98
98% of clubs profitable
Store count
I II III IV V
Real Estate
15
HeadquartersDistribution Center
BJ’s Location
Rocky Hill, CT
(Perishable distribution center)
Burlington, NJ
(Distribution center)
Orlando, FL
(Perishable distribution center)
Uxbridge, MA
(Distribution center)
Elkton, MD
(Perishable distribution center)
Jacksonville, FL
(Distribution center)
Lean Cost Structure and Membership Fee Income Drives Stable Profitability
~50%
Membership
fee income
~50%
Merchandise
sales
Adjusted EBITDA
1Based on FY17 results. Adjusted for comparability. SG&A inclusive of depreciation & amortization, rent expense and pre-opening expenses. BJ’s figure excludes compensatory
payments related to options and management fees.
SG&A as % of COGS1
18%
26% 28% 29%
32%
Structural advantages vs. Grocery and Mass
Non-union labor and less labor required to operate
Limited SKUs
Pallet presentation
Fast turn inventory and efficient distribution
I II III IV V
Profitability
16
Section
III Growth Strategies
Growth Strategies
Acquire and Retain MembersI
Deliver Value to Get Them ShoppingII
Make Everything More ConvenientIII
Expand Our Strategic FootprintIV
17
New member prospecting
Higher tier penetration
Grow Easy Renewal
Membership desk
execution
We Are Pursuing Opportunities to Grow Membership Base at Every Stage of the Member Lifecycle
“Always on”
personalized
acquisition
Improve people,
process and tech
to drive
conversion
Upgrade membership
to higher tiers
Auto enroll
Switch from opt-in
to opt-out
I II III IV
Acquire & Retain
Members
Driving Comparable Club Sales by Growing Membership Base
18
Avg. Costper
Acquisition
InnerCircle
BJ's PerksPlus
BJ's PerksRewards
BJ's PerksElite
Proactive Approach to Acquire Members
I II III IV
Acquire & Retain
Members
LTV approach to member acquisition
Spend more to acquire new members Membership desk execution
$110 $110 $55Annual fee
Facebook and
social media
Data-driven targeting
Direct mail
flyers
Move best people to membership desk
Additional labor training
Refocus on higher-tier membership
Emphasize value proposition to
customers
Member life time value vs. acquisition cost
$55
® ® ® ®
19
21%
38%
FY17 FY17
1Represents the renewal rates for members with two or more years of tenure. 2Represents penetration of BJ’s Perks Plus®, BJ’s Perks Rewards® and BJ’s Perks Elite® membership programs. 3Represents Executive membership as percentage of paid members per Costco’s FY17 10K.
Inner Circle® BJ’s Perks
Rewards®
BJ’s Perks Elite®
(credit card)BJ’s Perks Plus®
(credit card)
Value-Added Membership Provides Better Retention and Additional Income for Membership Value Investment
Value-added membershipBase
I II III IV
Acquire & Retain
Members
Value-added membership programs
gaining momentum
Earn-back rates on
spend @ BJ’s--
3%
At point-of-sale
2%
At point-of-sale
5%
At point-of-sale
Savings on BJ’s
gas-- 10¢ / gallon -- 10¢ / gallon
Renewal rates1
Company
average of 86%
3
Value-added membership penetration
2
~4xCo-branded Mastercard
holders growth 2014 – 2017
20
I II III IV
Get Them
Shopping
Enabler:
Multiple Systems
Enabler:
SAP
Enabler:
SAP Promo. Mgmt. System
Enabler:
Revionics
Our Investments Have Made Our Company More Durable
Promotions
Assortment
Consumer Experience
Pricing
Comprehensive Customer Data
21
Examples to Drive Trips and Basket
Personalized digital promotionsFlexible assortment to
drive treasure huntPrivate label offerings – quality at
a better value
Cloud-based marketing engine
Off-price, seasonal and branded apparel
Able to chase new opportunities
Add-to-Card coupons Potential new categories over time
✓ Prepared foods
✓ Pharmacy
✓ DIY / tools
✓ Outdoor /
sporting
I II III IV
Get Them
Shopping
10%
20%
FY12 YTD Q3 FY18
Private label penetration
✓ ~94% members bought a private label
item last year
✓ Grow SKUs, engage customer and
enhance clear packaging
+1000 bps
22
Bring our products to customers Showcase fresh and curated offerings
Convenience Showroom eCommerce
Engage customers with our products
Integrate online / offline experience Bring the treasure hunt online
Three Pillars of Omni-Channel Strategy to Drive Comps
(Same day delivery)
I II III IV
Make it
More Convenient
23
✓ Use smart phones to scan bar codes as they shop
✓ Adding payment
✓ Select and load digital coupons to membership card
✓ Over 54 million coupons clipped
We Are Investing to Make the Shopping Experience Easier
Mobile App w/ Add-to-Card
✓ Purchase online and pick up in club within 2 hours
✓ Available in all clubs
Shop BJ’s.com – Pick-up in Club
Instacart
✓ Same-day delivery available in all clubs with ~3,800
products
✓ Offers club pricing for members with $14.99 flat
delivery fee
I II III IV
Make it
More Convenient
Express Scan
24
BJ's has reinvented its club opening model
Ind
ex
ed
me
mb
ers
at
op
en
ing
Ind
ex
ed
ye
ar
1 r
eve
nu
e
New clubs are posting compelling results
✓ Improved club targeting analytics
✓ Increased pre-opening marketing to build awareness
✓ Targeted current and lapsed members to reengage
✓ Improved club layout and assortment
✓ Leveraged smaller club format in urban areas
Kearny, NJ and Summerville, SC
(Aug. 2016 & June 2017)
BJ’s New Club Opening Process Has Yielded Much Better Performance
FY15 new club
cohort average
~3x
Actual opening Actual opening
~2x
Median year 1 revenue Year 1 revenue
215
310+
Current Current + whitespaceopportunity
Significant whitespace within distribution network
I II III IV
Expand
Footprint
25
New club model target numbers
$35 - $40
Year 1 target Maturity target FY17Chain average
Revenue ramp up target
15-20 Club Openings Over the Next 5 Years
~$50mmIn mature sales
$1mm In working capital 1
($ in millions)
~$58
1 Represents $4mm in inventory net of $3mm in payables.2 Represents 52-week equivalent FY17 figure, calculated by dividing 53-week FY17 figure by 53 and multiplying by 52.
$4mm Build-out cost
I II III IV
~$50
Expand
Footprint
26
2
Section
IV Financial Performance
Key Metrics are Growing Again
Note: Financials as of BJ’s fiscal year ending on the Saturday closest to the last day of January of the following calendar year. FY17 consisted of 53 weeks.1 Defined as Adjusted EBITDA as % of Net Sales. Net Sales defined as (Total Revenue – Membership Fee Income).
Total revenues Adjusted EBITDA
$242 $243 $247 $255 $259
$412 $414 $406
$457
$534
FY13 FY14 FY15 FY16 FY17
Membership fee income
($ in millions)
Margin1 3.3% 3.3% 4.3%
$12.6$12.7
$12.5$12.4
$12.8
FY13 FY14 FY15 FY16 FY17
Clubs 201 213 215
Renewal
rates83% 84% 86%
($ in billions)
27
We Built a Strong Foundation for Continued Comps Expansion
Took full advantage of being private to reset revenue basisFactors affecting historical
comparable club sales
✓ Exited certain low-margin categories
✓ Replaced BJ’s Café with more profitable
Dunkin’ Donuts franchises
✓ Higher private label penetration impacted
sales, despite favorable economics
✓ Challenges in fresh business
✓ Food deflation
✓ Electronic benefit transfer benefit cuts by
the federal government
Comparable club sales excluding gasoline
Annual Quarterly
(1.0%)
(0.3%)(0.5%)
(2.3%)
(0.9%)
0.5%
(1.7%)
(3.9%)(3.6%)
(4.5%)
(0.9%)
0.4%
1.2%
2.0% 2.0% 1.9%
FY13 FY14 FY15 FY16 FY17 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18
28
We Continue to Make Progress Across Our Divisions
29
FY17 FY18
Q1 Q2 Q3 Q4 Full year Q1 Q2 Q3
Company Comp Sales (4.5%) (0.9%) 0.4% 1.2% (0.9%) 2.0% 2.0% 1.9%
Comp Sales by Division
Edible grocery (5%) (3%) (2%) 1% (2%) 2% 2% 1%
Perishables (6%) (3%) 1% 2% (2%) 3% 1% 0%
Non-edible grocery (4%) 1% 1% 2% 0% 3% 1% 3%
General merchandise 0% 7% 3% (2%) 1% (2%) 4% 5%
Two-Year Comp Sales Stack FY18
Q1 Q2 Q3
Edible grocery (3%) (1%) (1%)
Perishables (4%) (1%) 1%
Non-edible grocery 0% 2% 4%
General merchandise (2%) 10% 8%
Total Two-Year Stack (2.5%) 1.1% 2.3%
Drivers of Target Long-Term Comparable Club Sales
Driver Impact
New member acquisition
Growth in tenured members
Merchandising and marketing initiatives
Omni-channel and B2B initiatives
Increasing private label penetration
30
Culture of Discipline Driving Investment and Profitability
Category Profitability
Improvement
(CPI)
Disciplined Productivity
Management
Margin Leaks
Repositioned as growth
story with suppliers
Utilize data to educate and
negotiate with vendors
Increasing margin
Improved cost discipline allows additional investment for growth
Improving frontline productivity
Maximize operational efficiency
Streamline private label strategy by reducing dilutive promotions
Clarified tactics profitable results
Elevated pricing decision to ensure investments are
strategically appropriate
+$300mm1
Negotiated savings to date
Reviewed once Reviewed twice Unaddressed
~$10bn COGS pool, much of which not yet
fully addressed
Cost Discipline Created a Pool of Savings to Fund Reinvestment in the Business
0%
25%
50%
75%
100%
Non-Edibles Edibles Perishables GeneralMerchandise
1Represents procurement savings during FY16 – Q3FY18.
31
($ in millions) Q3'18 Q3'17 Delta
Net sales $3,150 $3,019 4.3%
Membership fee income 71 65 10.1%
Total revenues $3,222 $3,084 4.5%
Comparable club sales
(excl. gasoline) 1.9% 0.4% +150bps
COGS $2,630 $2,523
Gross profit $592 $561 5.6%
% of total sales 18.8% 18.6% +22bps
SG&A $500 $480 4.0%
% of total revenues 15.5% 15.6% (7bps)
Adj. EBITDA $149 $141 5.3%
Adjusted EBITDA margin 4.7% 4.7% +5bps
Q3’18 Update
✓ Net sales up 4.3% due to 3.6% increase in
comparable club sales
✓ Merchandise comparable club sales continued to
expand:
✓ Fifth consecutive quarter of merchandise
comp sales gain
✓ General merchandise comps of 5% and a
8% two-year stack
✓ Non-edible groceries comps of 3%
✓ Perishable comps flat; driven by 1.5%
deflation impact
✓ Membership fee income benefitted from fee
increase in January 2018 and incremental new
members
✓ Gross margin expansion primarily due to
procurement and assortment optimization
✓ SG&A as % of total revenue flat
✓ SG&A for Q3’18 includes $2 mm of offering
costs associated with the secondary offering
and $1 mm in club asset impairment
charges
✓ Excluding one-time expenses, SG&A for
Q3’18 was $496 mm versus $474 mm in
Q3’17
32
1 2
1 Includes $2.3 mm in offering costs associated with our secondary offering and $1 million of club asset impairment charges related to a club relocated in fiscal 2018 2 Includes $4.3 mm in compensatory payments to holders of stock options made pursuant to antidilutive provisions in connection with dividends paid to shareholders and $2.0 mm in management
fees paid to our sponsors in accordance with our management services agreement, which terminated upon closing of the IPO.
Current Capital Structure and Free Cash Flow
1Defined as cash flow from operating activities minus capital expenditures.2Includes compensatory payments related to options and management fees paid to financial sponsors of $86mm in FY17 tax affected at federal plus state rate of 41.2% in FY17.3 Derived from $625mm of second lien facility and interest rate of 8.95% as of February 3, 2018, plus the savings as a result of the August 2018 repricing transactions tax affected at federal plus state tax rates of 27% in FY18.
✓ Strong balance sheet
✓ Attractive free cash flow
✓ Modest capex plans
✓ Limited working capital needs
✓ Intend to use free cash flow to de-lever
✓ Net debt leverage ratio 3.3x as of Q3FY18$73
$55
$178
$123
FY17 FCF Tax-effected pro formainterest savings
FY17 FCF pro formafor IPO
Free cash flow1
Excludes compensatory payments and management fees2
3
33
Significant Long-term Upside
Substantial
advantage
Real Estate
Fresh
Membership
ValueAcquire and Retain
Members
Deliver Value to Get
Them Shopping
Make Everything More
Convenient
Expand Our Strategic
Footprint
Proven formula to generate
growth
34
Appendix
GAAP to Non-GAAP Reconciliations
35
Annual YTD
($ in millions) FY13 FY14 FY15 FY16 FY17 Q3FY17 Q3FY18
Income (loss) from continuing operations ($10) $19 $25 $45 $52 ($16) $63
Interest expense, net $168 $154 $150 $143 $197 $150 $138
Provision (benefit) for income taxes ($10) $10 $12 $28 ($28) ($7) ($8)
Depreciation and amortization $197 $187 $177 $178 $164 $123 $122
Compensatory payments related to options $34 $2 $1 $6 $78 $78 $0
Stock-based compensation expense $0 $2 $2 $12 $9 $8 $56
Preopening expenses $7 $12 $6 $3 $3 $2 $4
Management fees $8 $8 $8 $8 $8 $6 $3
Noncash rent $12 $11 $9 $7 $5 $4 $4
Strategic consulting $0 $0 $15 $26 $30 $24 $23
Severance $2 $4 $7 $2 $9 $0 $1
Asset retirement obligations $0 $0 ($7) $0 $0 $0 $0
Offering Costs $0 $0 $0 $0 $0 $0 $3
Other adjustments $2 $3 ($1) ($2) $6 $2 $3
Adjusted EBITDA 412$ 414$ 406$ 457$ 534$ 376$ 413$
Net Sales $12,342 $12,488 $12,220 $12,095 $12,496 $9,006 $9,381
Adjusted EBITDA margin 3.3% 3.3% 3.3% 3.8% 4.3% 4.2% 4.4%
(Amounts in thousands)
(Unaudited)
As of
November 3, 2018
Total Debt 1,938,783$
Less: Cash and cash equivalents 31,502
Net Debt 1,907,281$
Twelve Months Ended
November 3, 2018
Income (loss) from continuning operations 131,453$
Interest expense, net 184,300
Benefit for income taxes (29,447)
Depreciation and amortization 163,091
Stock-based compensation expense (a) 57,437
Preopening expenses (b) 4,913
Management fees (c) 5,300
Noncash rent (d) 4,601
Strategic consulting (e) 28,483
Severance (f) 10,025
Offering costs (g) 3,143
Other adjustments (h) 7,756
Adjusted EBITDA 571,055$
Net Debt to LTM adjusted EBITDA 3.3x
a) Represents total stock-based compensation expense and includes one-time expense related to certain restricted stock and stock option awards issued in connection with our IPO.
b) Represents direct incremental costs of opening or relocating a facility that are charged to operations as incurred.
c) Represents management fees paid to our sponsors (or advisory affiliates thereof) in accordance with our management services agreement, which terminated upon closing of the IPO.
d) Consists of an adjustment to remove the non-cash portion of rent expense, which has been recorded on a straight-line basis in accordance with GAAP.
e) Represents fees paid to external consultants for strategic initiatives of limited duration.
f) Represents termination costs associated with voluntary workforce reductions that occurred in February 2018 and incremental severance expense to a former executive.
g) Represents one-time costs related to our IPO and secondary offering
h) Other non-cash items, including amortization of a deferred gain from sale lease back transactions in 2013, non-cash accretion on asset retirement obligations, obligations associated with our
post-retirement medical plan and impairment charges on a club that was relocated in 2018.
GAAP to Non-GAAP Reconciliations
Net Debt and Net Debt Leverage Ratio
(Amounts in thousands)
FY15 FY16 FY17
Net cash from operating activities $ 159,361 $ 297,428 $ 210,085
Less: Capital expenditures 112,363 114,756 137,466
Free cash flow $ 46,998 $ 182,672 $ 72,619
Free Cash Flow
36